Last week, Sterile Concepts cited "philosophical differences" between the two companies for rejecting the first offer and adopted an anti-takeover plan.

But because of conditions on Wall Street and an anti-takeover plan at Lockheed, NL would need the company's cooperation to arrange financing.

For instance, the fund recently lobbied other pensions funds to put the anti-takeover plan at Allergan, a maker of eye products, up for a shareholder vote.

The company has also adopted an anti-takeover plan.

But Chrysler said the changes in its anti-takeover plan were made in response to Mr. Kerkorian.

The offer is also conditioned upon a rescinding of the anti-takeover plan.

But problems quickly emerged with the anti-takeover plan, which was devised by Wasserstein Perella & Company, an investment banking firm.

The sale to Itel, based in Chicago, is part of an anti-takeover plan begun last year by the Bermuda-based cargo and ferry operator.

Murray, based in Brentwood, Tenn., also took several steps to thwart the hostile offer by amending its anti-takeover plan.

The Avon board responded to Chartwell's stock purchases by voting on Thursday to amend its share rights anti-takeover plan.